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Old 20.09.2017, 11:02
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Closing a company...

Hi!

I am leaving Switzerland and in the process will need to close my GmbH. I learned a lot of lessons on how to start a company - it's actually really easy if you know the steps and especially the necessary sequence of them... but I have no idea what steps I need to take in which order to close on down.

Anyone done it and could give me the right pointers?

Cheers!
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Old 20.09.2017, 11:27
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Re: Closing a company...

The steps are outlined in this document (German):

https://www.kmu.admin.ch/kmu/de/home...-schritte.html

A quick overview in English:

1. Board of Directors resolution to liquidate, on which a public document is issued

2. Naming of a Liquidator

3. Application to liquidate

4. Notice to creditors (3 times in SHAB)

5. Disposal of assets

6. Removal from commercial register


In my experience, a GmbH liquidation will generally take a year, although it can be shortened by having a special audit performed. It is not particularly difficult, although your mileage may differ.
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Old 20.09.2017, 12:22
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Re: Closing a company...

Going to greener pastures?
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Old 20.09.2017, 12:39
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Re: Closing a company...

Toys R Us is your company?!?
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Old 20.09.2017, 12:58
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Re: Closing a company...

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Going to greener pastures?
Luxembourg.
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Old 20.09.2017, 21:26
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Re: Closing a company...

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Luxembourg.
Are you coming back, Mr T?

There's someone on here wants to start a GMBH, maybe he will buy.

Or perhaps someone will take it over for you until you return triumphant.

Regards


Ian
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Old 20.09.2017, 22:31
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Re: Closing a company...

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Are you coming back, Mr T?

There's someone on here wants to start a GMBH, maybe he will buy.

Or perhaps someone will take it over for you until you return triumphant.

Regards


Ian
Probably in a few years...

Regarding the sale: Sounds like a smart idea... Any reason not to sell a Gmbh? Any risks I should be aware of?
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Old 25.09.2017, 22:14
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Re: Closing a company...

I heard it's easier to sell a company instead of closing (provided it has a clean history)
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Old 30.12.2021, 14:00
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Re: Closing a company...

Just finished the process, so I thought I'd add a few note to what Mullhollander wrote.

1. Board of Directors resolution to liquidate, on which a public document is issued
2. Naming of a Liquidator
3. Application to liquidate
4. Notice to creditors (3 times in SHAB)


These steps I did last year using a notary in Basel. Took about 15 minutes total. The price included the notice to creditors.

I got a final tax bill and few creditor bills during the year and settled those. The company name was changed from NAT GmbH to NAT GmbH in Liquidation. All the relevant authorities were informed (including my company bank).

5. Disposal of assets
No fixed assets, so it was just a question of transferring the money from the business account into my personal account 1 year, 1 day after the final notice to creditors. This will essentially be a dividend, so 35% withholding tax to pay - to be claimed back in my tax return. Dividend has to be declared within 30 days of transferring the money.

6. Removal from commercial register
Online form (both BL and BS), fill in, print off, send. Today I got a bill of 83 francs for the removal to be actioned.

Then it's just a matter of paying my accountant for the final accounts.
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Old 30.12.2021, 15:39
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Re: Closing a company...

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Just finished the process, so I thought I'd add a few note to what Mullhollander wrote.

1. Board of Directors resolution to liquidate, on which a public document is issued
2. Naming of a Liquidator
3. Application to liquidate
4. Notice to creditors (3 times in SHAB)


These steps I did last year using a notary in Basel. Took about 15 minutes total. The price included the notice to creditors.

I got a final tax bill and few creditor bills during the year and settled those. The company name was changed from NAT GmbH to NAT GmbH in Liquidation. All the relevant authorities were informed (including my company bank).

5. Disposal of assets
No fixed assets, so it was just a question of transferring the money from the business account into my personal account 1 year, 1 day after the final notice to creditors. This will essentially be a dividend, so 35% withholding tax to pay - to be claimed back in my tax return. Dividend has to be declared within 30 days of transferring the money.

6. Removal from commercial register
Online form (both BL and BS), fill in, print off, send. Today I got a bill of 83 francs for the removal to be actioned.

Then it's just a matter of paying my accountant for the final accounts.
Looks like EF mod job pays a hell of a lot more than your own company
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Old 19.01.2022, 07:20
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Re: Closing a company...

You have to keep your company accounts for 10 years. For this you are entitled to removed from the company assets, 1200 francs a year.
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Old 12.02.2022, 10:41
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Re: Closing a company...

Thanks for the info

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5. Disposal of assets
No fixed assets, so it was just a question of transferring the money from the business account into my personal account 1 year, 1 day after the final notice to creditors. This will essentially be a dividend, so 35% withholding tax to pay - to be claimed back in my tax return. Dividend has to be declared within 30 days of transferring the money.
So given your later post you have a CHF1200*10yr cost to deduct form teh final assets. Then the balance is paid out as a dividend?

Do you have details of the dividend process?
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Old 12.02.2022, 12:50
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Re: Closing a company...

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Thanks for the info



So given your later post you have a CHF1200*10yr cost to deduct form teh final assets. Then the balance is paid out as a dividend?

Do you have details of the dividend process?
Let's say 100K in the company. Less expenses - the 12K and others. Leaves, eg. 75K. That's the dividend. Fill in a form and pay the withholding tax. Include the form in your personal tax erturn and get the withholding tax credited to your account.

My accountant did all the calculations.
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